Dish TV

The Directors are delighted to present the Twentieth Annual Report
 together with the Audited Statement of Accounts of the Company for the
 financial year ended March 31, 2008.
 
 RESULTS OF OPERATIONS 
                                            (Amount in thousands)
                                          FY 2007-08        FY 2006-07
 
 Sales & Services                        4,127,438            1,909,151
 Other Income                               29,731               33,975
 Total Income                            4,157,169            1,943,126
 Total Expenses                          8,283,323            4,459,433
 ofit/(Loss) before Tax                 (4,126,153)          (2,516,307)
 Provision for Taxation (net)                5,893                2,508
 Profit/(Loss) after Tax                (4,132,046)          (2,518,815)
 Profit/(Loss) for the Year             (4,132,046)          (2,518,815)
 Add: Balance brought                   (2,518,815)          (3,268,593)
 forward
 Less: Transfer to                           Nil              3,268,593
 Restructuring Account
 Amount available for                    (6,650,861)         (2,518,815)
 appropriations
 Appropriations:
 Dividend                                    Nil                 Nil
 Tax on Dividend                             Nil                 Nil
 General Reserve                             Nil                 Nil
 Balance carried forward                 (6,650,861)         (2,518,815)
 
 BUSINESS OVERVIEW
 
 During the year, your team Dish TV was engaged in expansion of business
 activity at grass root level and consolidation of systems and processes
 to derive the synergies and optimize the use of available resources.
 Key focus area included strengthening the robustness of subscriber
 management system, creation of Dish Care Centre across the country,
 promoting exclusive Dish Shoppe, Expansion of Distributor and Dealer
 network in remote area and empowering zones to function as an
 independent office with devolution of power and authority for faster
 decision and better output.
 
 Sales are driven by strengthening and deepening the distribution
 infrastructure, focused attention on sales related to Multi Dwelling
 Units (MDU), Key chain stores, Corporate Direct Sales, Corporate tie
 ups for bundling of product, special promo offers for regional
 festivals and of course cricket led sales. Roping of Mr. Shah Rukh Khan
 as brand ambassador also helped in leveraging the Brand Image, stature,
 imagery and contributed to overall feel good factor in the trade
 circle.
 
 Special emphasis on Movie On Demand, Gaming, Interactive service also
 helped in enriching the offer and reaching out to a larger section of
 community.
 
 During the year the Company had added one million subscribers thereby
 total subscriber base crossed over 3.0 million with a market share of
 over 60%. Despite the emergence of new competition, Dish TV was able to
 maintain its leadership in the category. Your Company also launched VGA
 Box during the year, which has the capability to convert a computer
 into a TV set, the response of which was encouraging. During the year
 your Company also launched Dish TV in Airlines and on Mobile Vans ahead
 of any other competitor which clearly establishes our technological
 superiority.
 
 India is the second largest TV market after China and Direct To Home
 (DTH) will continue to increase its market share in a rapid way.
 Moreover, digitalization of delivery platform, launch of New TV
 channels, Implementation of Conditional Access System (CAS),
 Distribution reach, Robust GDP growth, Launch of new technology e.g.
 DVR will continue to drive this sector.
 
 Dish TV believes that competition will grow the market and it would
 benefit your Company in terms of market leadership and sustained growth
 in the near future.
 
 SUBSIDIARY OPERATIONS
 
 Your Company has three subsidiaries viz : Integrated Subscriber
 Management Services Limited(ISMSL), Agrani Satellite Services
 Limited(ASSL) and Agrani Convergence Limited(ACL).
 
 Ministry of Corporate Affairs, Government of India has, vide it letter
 no. 47/152/2008-CL-III dated June 16, 2008 granted exemption to the
 Company from applicability of provisions of Section 212(1) of the
 Companies Act, 1956, relating to attachment of the accounts of
 subsidiary companies to its Annual Accounts for the financial year
 ended March 31, 2008. Accordingly, Annual Accounts of the subsidiaries
 for the current financial year are not being attached with the Annual
 Report of the Company. Financial highlights of the subsidiary companies
 are disclosed in the Annual Report and the Annual Accounts of the
 subsidiary companies are available for inspection by any member of the
 Company who may be interested.
 
 As required by Accounting Standard-21 issued by the Institute of
 Chartered Accountants of India, the financial statements of the Company
 reflecting the Consolidation of the Accounts of its subsidiaries to the
 extent of equity holding of the Company in these Companies are included
 in this Annual Report.
 
 SHARE CAPITAL
 
 During the financial year 2007-08, there has been no change in the
 issued capital of the Company.
 
 Your Board of Directors at its Meeting held on April 24, 2008 have
 approved the issue of additional shares through a Rights Issue for a
 value aggregating Rs.1140 crores. The Draft Letter of offer for the
 proposed Rights Issue has been filed with the Securities Exchange Board
 of India (SEBI) and the Stock Exchanges in May 2008 and your management
 is hopeful of getting all requisite approvals soon.
 
 To facilitate the Rights Issue, the Members at the Extra Ordinary
 General Meeting held on May 29, 2008, have approved the increase of the
 authorized share capital from Rs.73 crores to Rs. 100 crores.
 
 DELISTING OF EQUITY SHARES FROM CALCUTTA STOCK EXCHANGE
 
 The Equity Shares of your Company are currently listed on the Bombay
 Stock Exchange Limited (BSE), the National Stock Exchange of India
 Limited (NSE) and the Calcutta Stock Exchange Association Limited
 (CSE). Since the trading volumes of Company’s shares in CSE are
 insignificant and Company’s securities are available for trading at BSE
 & NSE, who have extensive network of nationwide trading terminals, the
 continued listing of the Equity Shares of the Company on CSE neither
 serves the interest of the Members/Investors nor that of the Company.
 
 Your Board has therefore proposed delisting of Company’s Equity Shares
 from the Calcutta Stock Exchange Association Limited (CSE).
 Appropriate resolution seeking Member’s approval, for delisting of
 Company’s Equity Shares from CSE has been incorporated in the Notice of
 the Annual General Meeting.
 
 PUBLIC DEPOSITS
 
 During the year, your Company has not accepted any Deposits under
 Section 58A and Section 58AA of the Act, read with Companies
 (Acceptance of Deposits) Rules, 1975.
 
 CORPORATE GOVERNANCE
 
 A separate report on Corporate Governance together with Auditors’
 Certificate on compliance is attached to this Annual Report as also a
 Management Discussion and Analysis statement.
 
 DIRECTORS
 
 Your Board had appointed Mr. Eric Louis Zinterhofer as an Additional
 Director of the Company in the category of Independent Director with
 effect from October 22, 2007 and Mr. Mintoo Bhandari as an Alternate
 Director to Mr. Eric from July 28, 2008. Mr. Eric Zinterhofer vacates
 his office at the ensuing Annual General Meeting and has filed
 requisite consent to act as a Director of the Company. Notice has been
 received from a Member of the Company under Section 257 of the
 Companies Act, 1956 for the appointment of Mr. Eric as a Director of
 the Company. Appropriate resolution seeking your approval to the
 appointment of Mr. Eric Zinterhofer as the Director of the Company is
 appearing in the Notice convening the 20th Annual General Meeting of
 the Company.
 
 Mr. Bhagwan Dass Narang and Mr. Ashok Kurien, Directors retire by
 rotation at the ensuing Annual General Meeting of your Company and,
 being eligible, have offered themselves for the re-appointment.  Your
 Board has recommended their re-appointment.
 
 AUDITORS
 
 Statutory Auditors M/s MGB & Co., Chartered Accountants, Delhi, retire
 at the ensuing Annual General Meeting and, being eligible, offer
 themselves for re-appointment.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
 AND OUTGO
 
 Information required to be provided under section 217(1)(e) of the
 Companies Act, 1956 read with the Companies (Disclosure of
 
 Particulars in the Report of the Board of Directors) Rules, 1988 in
 relation to Conservation of Energy and Technology Absorption are
 currently not applicable to the Company and therefore particulars in
 connection therewith are as under:
 
 a) Conservation of Energy- Nil
 
 b) Technology Absorption- Nil
 
 Particulars of foreign currency earnings and outgo during the year are
 given in Note 35.3 to the notes to the Accounts forming part of the
 Annual Report.
 
 PARTICULARS OF EMPLOYEES
 
 Information required to be furnished in terms of Section 217(2A) of the
 Companies Act, 1956 (‘Act’) read with the Companies (Particulars of
 Employees) Rules, 1975 is required to be set out in an annexure to this
 report. However, in terms of Section 219(1)(b) of the Act, the Report
 and Accounts are being sent to the shareholders excluding the aforesaid
 annexure. Any shareholder interested in obtaining copy of the same may
 write to the Company Secretary at the Corporate Office. None of the
 employees, except Mr. Jawahar Lal Goel, listed in the said annexure are
 related to any Director of the Company.
 
 HUMAN RESOURCE MANAGEMENT
 
 Your Board believes that Employees are vital to the Company.  Your
 Company has created a favourable work environment which encourages
 innovation and meritocracy. The Company has also set up a scalable
 recruitment and human resource management process which enables us to
 attract and retain high caliber employees.
 
 EMPLOYEES STOCK OPTION (ESOP) SCHEME
 
 Pursuant to the special resolution passed by the Members at the AGM
 held on August 3, 2007, your Company has implemented an Employees Stock
 Option Scheme (ESOP-2007) to reward our employees for their past
 association with the Company and performance and also to motivate them
 to contribute to the growth and profitability of the Company.
 
 The applicable disclosures as stipulated under the SEBI Guidelines as
 at March 31, 2008 are annexed herewith and forms part of this report.
 
 In view of the recent volatility in the market and consequent fall in
 the price of the equity shares of the Company, the options granted
 which would vest in the employees in future have become unattractive.
 The Board of the Directors of your Company, therefore, had approved
 re-pricing of the stock options already granted under the ESOP-2007 to
 the eligible employees subject to your approval in the ensuing Annual
 General Meeting.
 
 A Certificate from the Statutory Auditors of the Company M/s MGB & Co.,
 Chartered Accountants, Delhi, with respect to the implementation of
 Company’s ESOP Scheme, will be placed before the shareholders in the
 ensuing Annual General Meeting and a copy of the same shall be
 available for inspection at the corporate office of the Company on all
 working days (except Saturdays and Sundays) between 2.00 p.m. to 5.00
 p.m., upto the date of the ensuing Annual General Meeting.
 
 Re-pricing of the stock options is forming part of the Notice calling
 the Annual General Meeting.
 
 RESPONSIBILITY STATEMENT
 
 In terms of and pursuant to Section 217(2AA) of the Companies Act,
 1956, your Directors, in relation to the Annual Statement of Accounts
 for financial year 2007-2008, state and confirm that:
 
 a) the Accounts had been prepared on a ‘going concern’ basis and in
 such preparation the applicable accounting standards had been followed
 with proper explanation relating to material departures;
 
 b) your Directors had selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company at the end of the financial year, and of the profit of
 the Company for that year; and
 
 c) your Directors had taken proper and sufficient care for maintenance
 of adequate accounting records in accordance with the provisions of the
 Companies Act, 1956 as amended, for safeguarding the assets of the
 Company and for preventing and detecting fraud and other
 irregularities.
 
 ACKNOWLEDGEMENTS
 
 Your Directors take this opportunity to place on record their
 appreciation of the dedication and commitment of employees at all
 levels that has contributed to the success of your Company. Your
 Directors thank and express their gratitude for the support and co-
 operation received from the Central and State Governments – mainly the
 Ministry of Information and Broadcasting (MIB), the Department of
 Telecommunication (DoT) and Foreign Investment Promotion Board (FIPB),
 Ministry of Finance - and other stakeholders including viewers,
 vendors, bankers, investors, service providers as well as regulatory
 and governmental authorities.
 
                                        For and on behalf of the Board
 
                           Jawahar Lal Goel              B. D Narang
                           Managing Director               Director
 
 Place : Noida
 Date : July 28, 2008